SmartStop Self Storage REIT, Inc. — Director's Dealing 2023

Mar 6, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: SmartStop Self Storage REIT, Inc. (n/a)
CIK: 0001585389
Period of Report: 2023-03-02

Reporting Person: Schwartz H. Michael (Director, Chief Executive Officer, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-03-02	Long-Term Incentive Plan Units	$0	A	68756.9	Acquired		Class A Common Stock (68756.9)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Common Stock	483224	Indirect
Class A Common Stock	117260.79	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Common Units	$0		Class A Common Stock (116.45)	116.45	Direct
Class A Common Units	$0		Class A Common Stock (386173)	386173	Indirect
Long-Term Incentive Plan Units	$0		Class A Common Stock (551876.16)	551876.16	Indirect
Class A-1 Units	$0		Class A Common Stock (9590781.71)	9590781.71	Indirect

Footnotes

F1: Represents 483,224 shares of Class A Common Stock owned by SmartStop OP Holdings, LLC ("SOH") previously reported as being owned by the Reporting Person. SOH is indirectly owned and controlled by the Reporting Person.

F2: Represents 117,260.79 shares of restricted stock previously reported as being owned by the Reporting Person.

F3: Represents Class A common units ("Class A Common Units") of SmartStop OP, L.P., the Issuer's operating partnership (the "Operating Partnership"). Class A Common Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares.

F4: Represents 386,173 Class A Common Units owned by SOH previously reported as being owned by the Reporting Person.

F5: Represents long-term incentive plan units ("LTIP Units") of the Operating Partnership. Vested LTIP Units are convertible into Class A Common Units.

F6: Represents 551,876.16 LTIP Units previously reported as being owned by the Reporting Person. The LTIP Units vest ratably over a four-year period commencing on December 31 of the year of grant, subject to the Reporting Person's continued employment or service through each vesting date.

F7: Represents LTIP Units previously reported as being owned by the Reporting Person, which LTIP Units were subject to vesting based on the achievement of specified performance measures. The actual number of LTIP Units to be issued upon vesting could range from 0% to 100% of the number of LTIP Units reported based on the actual performance measure achieved. On March 2, 2023, the Compensation Committee of the Issuer's Board of Directors determined that a performance measure had been achieved such that 100% of the number of LTIP Units previously reported should vest. Accordingly, on March 2, 2023, 68,756.9 LTIP Units previously reported as being owned by the Reporting Person vested.

F8: Represents Class A-1 limited partnership units ("Class A-1 Units") of the Operating Partnership. Class A-1 Units are redeemable by the holder for, at the election of the Issuer, shares of Class A Common Stock of the Issuer on a one-for-one basis or the cash value of such shares.

F9: Represents 9,590,781.71 Class A-1 Units owned by SOH previously reported as being owned by the Reporting Person.